11-K 1 0001.txt FORM 11-K United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- [X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1999 OR [ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 Commission file number 1-8422 ---------------------------------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Countrywide Credit Industries, Inc. Tax Deferred Savings And Investment Plan c/o Countrywide Credit Industries, Inc. Human Resources: Benefits Department MSN: RM-56 1515 Walnut Grove Avenue Rosemead, CA 91770-3710 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Countrywide Credit Industries, Inc. 4500 Park Granada Calabasas, CA 91302 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan /S/ Angelo R. Mozilo Chairman, Chief Executive Officer and President Countrywide Credit Industries, Inc. Date: June 28, 2000 Exhibit Index Exhibit ------- 23 Accountant's Consent Financial Statements and Report of Independent Certified Public Accountants COUNTRYWIDE CREDIT INDUSTRIES, INC. TAX DEFERRED SAVINGS AND INVESTMENT PLAN December 31, 1999 and 1998 C O N T E N T S Page REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 3 FINANCIAL STATEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS - DECEMBER 31, 1999 and 1998 4 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED - DECEMBER 31, 1999 5 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED - DECEMBER 31, 1998 6 NOTES TO FINANCIAL STATEMENTS 7 SUPPLEMENTAL SCHEDULE REQUIRED BY FORM 5500 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - DECEMBER 31, 1999 14 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Trustees Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan We have audited the accompanying statements of net assets available for benefits of Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan as of December 31, 1999 and 1998 and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan as of December 31, 1999 and 1998 and the changes in those net assets for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 1999 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplementary schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. GRANT THORNTON LLP Los Angeles, California May 18, 2000 The accompanying notes are an integral part of these statements. 6 Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (Dollar amounts in thousands) December 31, ----------------------------------- 1999 1998 ---------------- -------------- Investments Participant directed investments $112,532 $ 78,414 Countrywide Credit Industries Inc. Common Stock * 28,370 50,433 ---------------- -------------- 140,902 128,847 ---------------- -------------- Receivables: Employer's contribution 2,057 1,983 Participants' contribution 836 751 ---------------- -------------- Total receivables 2,893 2,734 ---------------- -------------- Net assets available for benefits $143,795 $131,581 ================ ============== ================ ============== * Party-in-interest The accompanying notes are an integral part of this statement. 8
Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 1999 Participant Non-Participant Directed Directed Consolidated CCI, Inc. Contributions Assets Investment Common Stock Receivable Total ----------------------- ------------------------------------------------ ------------- Additions to net assets attributed to: Investment income Net appreciation in fair value of $ 17,116 $ (26,875) $ - $ (9,759) investments Interest 495 4 - 499 Dividends - 396 - 396 ----------------------- ----------------------- ----------------------- --------------- 17,611 (26,475) - (8,864) ----------------------- ----------------------- ----------------------- -------------- Contributions: Participant's 22,637 589 836 24,062 Employer's - 5,218 2,057 7,275 ----------------------- ----------------------- ----------------------- ------------ 22,637 5,807 2,893 31,337 ----------------------- ----------------------- ----------------------- -------------- Total additions 40,248 (20,668) 2,89 22,473 ----------------------- ----------------------- -------------------- -------- Deductions Deductions from net assets attributed to: Benefits paid to participants (8,998) (1,220) - (10,218) Administrative expenses (41) - - (41) ----------------------- ----------------------- ----------------------- ----------- Total deductions (9,039) (1,220) - (10,259) Net increase prior to interfund tranfers 31,209 (21,888) 2,893 12,214 ----------------------- ----------------------- ----------------------- ------------ Interfund transfers 2,909 (175) (2,734) - Net increase (decrease) 34,118 (22,063) 159 12,214 Net assets available for benefits: - Beginning of year 78,414 50,433 2,734 131,581 ----------------------- ----------------------- ----------------------- ------------ End of year $ 112,532 $ 28,370 $ 2,893 $ 143,795 ======================= ======================= ======================= ==============
Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 1998 Participant Non-Participant Directed Directed Consolidated CCI, Inc. Contributions Assets Investment Common Stock Receivable Total Additions to net assets attributed to: Investment income Net appreciation in fair value of investments $ 7,853 $ 7,011 $ - $ 14,864 Interest 379 - - 379 Dividends 457 300 - 757 8,689 7,311 - 16,000 ===== ===== ====== Contributions: Participant's 17,291 - 751 18,042 Employer's - 4,245 1,983 6,228 17,291 4,245 2,734 24,270 ------ ----- ----- ------ Total additions 25,980 11,556 2,734 40,270 ====== ====== ===== ====== Deductions: Benefits paid to participants (2,930) (1,555) - (4,485) Administrative Expenses (30) - - (30) Total deductions (2,960) (1,555) - (4,515) ====== ====== ====== Net increase prior to interfund tranfers 23,020 10,001 2,734 35,755 Interfund transfers 853 1,345 (2,198) - Net Increase (decrease) 23,873 11,346 536 35,755 Net assets available for benefits: Beginning of year 54,541 39,087 2,198 95,826 End of year $ 78,414 $ 50,433 $ 2,734 $ 131,581 ================ ============== ============== ==========
Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED 14 Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan NOTES TO FINANCIAL STATEMENTS 9 NOTE A - DESCRIPTION OF PLAN The following description of the Countrywide Credit Industries, Inc. (the Company) Tax Deferred Savings and Investment Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. 1. General The Plan is a defined contribution plan covering all full-time employees of the Company who have at least three months of service and are age 21 or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 2. Contributions Each year, participants may contribute up to 16 percent of pretax annual compensation, as defined in the Plan. Participants may also contribute, at the discretion of the Plan administrator, amounts representing distributions from other qualified defined benefit or contribution plans. The Company makes a discretionary matching contribution equal to 50 percent of the participant contributions up to a maximum of 6 percent of the participants' base compensation, as defined in the Plan. Contributions are subject to certain limitations. 3. Participant Accounts Each participant's account is credited with the participant's contribution, discretionary matching contribution and an allocation of Plan earnings. Allocations of Plan earnings are based on account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. 4. Vesting Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Company's discretionary matching contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. Participants begin vesting in Company contributions after one year of credited service and are fully vested after five years of credited service. NOTE A - DESCRIPTION OF PLAN - Continued 5. Investment Options Upon enrollment in the Plan, a participant may direct employee contributions in one percent increments in any of the thirteen investment options. 1. Scudder Income Fund - Funds are generally invested in corporate bonds, convertible bonds and government securities. The primary earnings focus is on long-term interest income. 2. Scudder Growth & Income Fund - Funds are generally invested in common and preferred stocks that have historically paid dividends. The primary earnings focus is on capital appreciation and dividends. 3. Scudder International Fund - Funds are generally invested in a diversified portfolio of foreign stocks. The primary earnings focus is on capital appreciation with a diversified portfolio to hedge against currency fluctuation risk. 4. Scudder Stock Index Fund - Funds are invested in Standard and Poor's 500 stocks or in other mutual funds that mirror the S&P 500. The primary earnings focus is on capital appreciation. 5. IDS Mutual Fund - Funds are generally invested in a combination of long-term equities, a majority of which are in common stocks, and the remainder in preferred stocks, bonds and other debentures. The primary earnings focus is on long-term income. 6. IDS New Dimensions Fund - Funds are generally invested in stocks of companies that have the potential for significant growth based on technological or economic changes. The primary earnings focus is on capital appreciation. 7. Countrywide Utility Fund - Funds are invested in securities of the public utilities. The primary earnings focus is on short-term interest income. 8. Countrywide Adjustable Rate U.S. Government Securities Fund - Funds are invested primarily in mortgage-related securities, created from pools of adjustable-rate mortgages whose principal and interest are guaranteed by the U.S. government, its agencies or instrumentalities. The primary earnings focus is on short-term interest income. NOTE A - DESCRIPTION OF PLAN - Continued 9. Countrywide Institutional Government Income Fund - Funds are invested in short-term obligations issued or guaranteed as to principal and interest by the U.S. government, its agencies or instrumentalities. The primary earnings focus is on short-term income consistent with protection of capital. 10. Countrywide Equity Fund - Funds are invested primarily in common stocks that have historically paid dividends. The primary earnings focus is on capital appreciation and dividends. 11.Countrywide Intermediate Term Government Income Fund - Funds are invested in a portfolio of intermediate-term U.S. government obligations. The primary earnings focus is on short-term income consistent with protection of capital. 12. Countrywide Aggressive Growth Fund - Funds are invested in common stocks and other equity securities, targeting growth companies of various sizes. The primary earnings focus is on long-term capital appreciation. 13. Countrywide Growth and Value Fund - Funds are invested in common stocks and other equity securities. The primary earnings focus is on long-term capital appreciation. Participants may change their investment options at any time. 6. Participant Loans Receivable Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their total vested account balances. Loan terms may range up to 5 years, and may exceed 5 years, for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan administrator. Current interest rates of participant loans receivable range from 8 percent to 12 percent. Principal and interest is paid ratably through semi-monthly payroll deductions. NOTE A - DESCRIPTION OF PLAN - Continued 7. Payment of Benefits On termination of service before the normal retirement age of 65, a participant may elect to defer distribution until normal retirement age or receive a lump sum payment equal to the vested share of the participant's account. However, if the participant's total vested benefit value is less than $5,000, the Plan administrator shall direct the trustee to cause the entire vested benefit to be paid to such participant in a lump sum. On termination of service due to death, disability or normal retirement, participants may elect to receive a lump sum amount equal to the value of the participant's vested interest in his or her account. 8. Forfeited Accounts Forfeited nonvested accounts totaled $184,000 for the year ended December 31, 1999. These accounts were used to reduce the employer's contribution. NOTE B - SUMMARY OF ACCOUNTING POLICIES Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting. Administrative expenses are paid by the employer. Investment Valuation and Income Recognition The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Company stock is valued at its quoted market price. Participant loans receivable are valued at cost which approximates fair value. Payment of Benefits Benefits are recorded when paid. NOTE B - SUMMARY OF ACCOUNTING POLICIES - Continued Use of Estimates in Preparing Financial Statements In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE C - INVESTMENTS The Plan's investments are held in a trust fund administered by Scudder Trust Company. The fair values of investments that represented 5 percent or more of the Plan's net assets consisted of the following: Fair Value ---------------------------------- 1999 1998 --------------- --- -------------- (Dollar amounts in thousands) Scudder Trust Company Scudder Growth & Income Fund Mutual Fund $21,262 $19,137 Scudder International Fund Mutual Fund 12,217 6,640 Scudder Stock Index Fund Common Collective Trust 18,825 12,696 IDS New Dimensions Fund Mutual Fund 18,207 11,572 Countrywide Institutional Government Income Fund Money Market Fund 10,648 9,640 Countrywide Credit Industries, Inc. Common stock Stock 28,386 50,433 Other Various 31,357 18,729 --------------- -------------- Total investments $140,902 $128,847 =============== ==============
Subsequent to December 31, 1999, the investments held by the Company may have experienced a decline in value due to market conditions. The investments are subject to inherent market risk; therefore, the value may continually fluctuate to reflect current market conditions. NOTE D - RELATED PARTY TRANSACTION Certain Plan investments are shares of mutual funds that were managed by a wholly-owned subsidiary of the Company, that was sold on October 29, 1999. NOTE E - PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. NOTE F - TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated June 10, 1993, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1993 and 1992 SUPPLEMENTAL SCHEDULE REQUIRED BY FORM 5500 Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1999 (Dollar amounts in thousands) Description Current Identity of Investment of Investment Cost Value ------------------------------------------------------ --------------------------------- ------------- ------------- Scudder Income Fund Mutual Fund $ 6,617 $ 6,201 Scudder Growth & Income Fund Mutual Fund 21,138 21,262 Scudder U.S. Treasury Money Fund Money Market Fund 15 15 Scudder Cash Investment Trust Money Market Fund 7 7 Scudder International Fund Mutual Fund 8,811 12,217 Scudder Stock Index Fund Common Collective Trust 16,016 18,825 IDS Mutual Fund Mutual Fund 6,090 5,895 IDS New Dimensions Fund Mutual Fund 15,186 18,207 Countrywide Utility Fund Mutual Fund 941 911 Countrywide Adjustable Rate U.S. Government Securities Fund Mutual Fund 687 685 Countrywide Institutional Government Income Fund Money Market Fund 10,648 10,648 Countrywide Equity Fund Mutual Fund 1,606 1,829 Countrywide Intermediate Term Government Income Fund Mutual Fund 461 431 Countrywide Aggressive Growth Fund Mutual Fund 3,085 4,773 Countrywide Growth and Value Fund Mutual Fund 2,591 3,741 Countrywide Credit Industries Inc., Common stock Stock 47,994 28,386 Participant loans receivable Participants' loans 6,869 6,869 ------------- ------------- Total assets held for investment purposes $148,762 $140,902 ============= =============